Isabella Carter
A company's constitution is a crucial document that outlines the fundamental principles and organizational structure of a company. It defines the company's objectives, rights, powers, duties, and obligations, providing a framework for the company's operations. In Singapore, company constitutions are mandated by the Companies (Amendment) Act 2014, requiring all companies incorporated after January 3, 2016, to adopt a single-document constitution. This document is available for inspection at the company's registered office, and members can request a copy for a fee of S$5 or less. Additionally, the BizFile+ portal and ACRA mobile app offer free access to basic company registration details, while ACRA also provides direct access to more comprehensive company information, including the Company Constitution, through its Application Programming Interface (API). For companies seeking to draft or amend their constitution, understanding the legal requirements and procedures is essential to ensure compliance with regulations.
| Characteristics | Values |
|---|---|
| Country | Singapore |
| Company Constitution Availability | Can be viewed for free via the BizFile+ portal or the ACRA mobile app |
| Company Constitution Purchase | Available for purchase through ACRA's BizFile+ |
| Company Constitution Amendments | Amendments must be submitted to ACRA via BizFile+ within 14 days after passing the resolution |
| Company Constitution Registration | A registration notice of the resolution is issued by ACRA |
| Company Constitution Confirmation | A new certificate of incorporation acts as confirmation of the constitution amendment |
| Company Constitution Contents | Name Clause, Liability Clause, and Subscriber Clause |
| Company Constitution Requirements | Must be signed by its members and kept at the company's registered office |
| Company Constitution and ASIC | If you did not arrange a Constitution for a company registered with ASIC, you can use Cleardocs to create one |
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What You'll Learn
Company constitution availability and accessibility
In Singapore, the company constitution is a crucial document that outlines the basic framework, objects, rights, powers, duties, and obligations of a company, its board of directors, and its shareholders. It is a mandatory requirement for all companies incorporated on or after January 3, 2016, as per the Companies (Amendment) Act 2014. The availability of a company's constitution in Singapore is governed by the Singapore Company Law. According to this law, a company's constitution must always be open for inspection at the company's registered office. Any member of the company has the right to request a copy, and the company is obligated to provide it for a fee of S$5 or less. This promotes transparency and compliance with legal requirements.
Additionally, ACRA (Accounting and Corporate Regulatory Authority), Singapore's national regulator of business entities, provides access to company information, including the Company Constitution, through its BizFile+ portal and mobile app. Basic company registration details can be viewed for free without the need to purchase the Company Constitution. However, if more in-depth information is required, ACRA offers extracts of PDF copies of various forms, including the Company Constitution, financial statements, and annual returns, which can be purchased through their platform.
In Australia, the process of obtaining a company's constitution may differ. While there is no mandatory requirement for a single-document constitution, companies can create or amend their constitutions using platforms like Cleardocs. Cleardocs provides a user-friendly interface for companies to generate essential legal documents, including constitutions, reflecting changes in the company's structure, such as transitioning from multiple directors to a sole director. These documents are prepared in plain language and reviewed by legal professionals to ensure compliance.
It is important to note that the availability and accessibility of company constitutions can vary across different countries and regions. While Singapore and Australia offer online platforms for accessing company information, other jurisdictions may have different processes and requirements. It is always advisable to consult local regulatory authorities or seek legal advice to understand the specific procedures for obtaining a company's constitution in a particular jurisdiction.
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The process of drafting a company constitution
A company constitution is a core legal document that outlines the internal management of a company, including the rules governing the relationship between company directors and shareholders. It is a statutory requirement for company incorporation in Singapore and must be drafted early on in the company formation process. While it is only mandatory for 'no liability' public companies or 'special purpose' companies, most companies opt to create their own to tailor it to their specific needs.
The next step is to define each member's role and authorisations, including the director's duties, relations among shareholders, the issuing of shares, and the conduction of AGMs. It is important to list a comprehensive set of rules and regulations for everyone to follow, ensuring that all company members' actions are aligned with the company's mission and vision.
Once the constitution has been drafted, it must be signed by all members and kept at the company's registered office. It is important to note that the company constitution can be amended if company processes change, which provides broader coverage and flexibility than replaceable rules. To make amendments, the company must give 21 days' notice and prove that the changes were approved by a majority of 75% or more of the votes.
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How to amend a company constitution
In the UK, a company constitution consists of two primary constitutional documents: the memorandum of association and the company’s articles of association. As a company operating in the UK, you can amend your company's constitution for a variety of reasons. For instance, you may be required to amend your constitution if new legislation makes your existing constitution illegal, or a court or regulatory authority instructs you to change it. You may also want to include provisions that anticipate potential future problems in your company. For example, you may want to outline the decisions that can only be made by directors or shareholders to avoid ambiguity.
To amend your constitution, you will need to pass a special resolution with a majority of at least 75% of the total votes. This can be done through a written resolution or at a general meeting. Once the vote has passed, you will need to provide a copy of your special resolution and your amended articles of association to the Companies House within 15 days.
It is important to note that not all amendments are allowed. There may be restrictions to amendments in the existing constitution, or a court or other authority may prohibit certain amendments. Therefore, it is essential to follow the correct guidelines for formally updating the constitution to ensure that the new constitution is valid and enforceable.
If you are a private company, there is no need to lodge the new constitution with the Australian Securities and Investment Commission (ASIC). However, you must keep a copy with the company's records and provide a current copy within seven days to any member who requests it. If the amendment changes the company from a private company to a public company, the company must lodge copies of the new constitution and the special resolution within 14 days of the resolution being passed.
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The contents of a company constitution
A company constitution is a collection of rules that establish a company's purpose, define the relationship between internal stakeholders, and set out basic rules of conduct. It is a crucial source of information for running a business. Constitutions can consist of multiple documents, and their composition varies between businesses and countries.
The articles of association and the memorandum of association are two documents that commonly constitute a company's constitution. The articles of association define a company's internal structure, outlining the requirements for the board and management and explaining how shareholders interact with them. They are nearly always required. Memoranda, on the other hand, are typically needed in Europe and Commonwealth countries. They focus on the external aspects of a business, explaining its scope and activities to provide clarity to shareholders.
The constitution should also contain rules and regulations on how the company is governed. This includes stating the rights and responsibilities of directors, shareholders, and the company secretary. Specific items that should be addressed include the transfer of shares, the process for calling Annual General Meetings or Extraordinary General Meetings, and the appointment and resignation of directors and the secretary.
A company can adopt a constitution before or after registration. If adopted before registration, each member must agree in writing to the terms. If adopted after registration, a special resolution is required. Changes to the constitution also necessitate a special resolution, with at least 28 days' notice for publicly listed companies and 21 days for other company types. A minimum of 75% of votes cast must support the resolution for it to pass.
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Company constitution and its legal implications
A company constitution is a set of general rules for the governance of a company. It is distinct from a shareholders agreement, which specifically regulates the rights, powers, and responsibilities of shareholders. The company constitution is important for maintaining control over the company as it grows, providing flexibility and certainty in governance, and helping to resolve disputes related to ownership, internal processes, management, and compliance. It also helps to assess the relationship between the company and its shareholders.
While there is no comprehensive legal definition of a company constitution, it can be understood as the company's governance system, outlining the rules and principles that prescribe how the company functions. This includes legal rules and principles found in statutes and case law, as well as rules and principles adopted by the members of the company. All constitutional documents, decisions, and agreements must be registered with the registrar of companies and are available for public scrutiny.
The constitution of a company often includes mandatory sections such as the Name Clause, Liability Clause, and Subscriber Clause. It may also include an objects statement or clause, which outlines the company's purpose and has legal implications for the rights of members and company insiders, including directors. The ultra vires doctrine, which relates to the company's capacity to act within the scope of its objects, has been largely watered down or removed for non-charitable companies, giving them unlimited legal capacity. However, the right of the company to sue directors for breach of duty, as outlined in the constitution, remains an aspect of this doctrine.
To obtain a copy of a company's constitution, you can refer to government websites or portals, such as the ACRA website and the BizFile+ portal in Singapore. Basic company registration details are usually available for free, while more detailed information, including the company constitution, may require a purchase. It is also possible to view and download the company's constitution through the Application Programming Interface (API) provided by government agencies. Additionally, when incorporating a new company, a copy of the company's constitution must be submitted, and all directors, shareholders, and the company secretary must provide their consent.
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Frequently asked questions
Company Constitutions in Singapore are available for inspection at the company's registered office. Members of the company can request a copy, for a fee of S$5 or less. Alternatively, you can access the company's basic registration details for free via the BizFile+ portal or the ACRA mobile app.
If you are looking to access the constitution of a company registered outside of Singapore, try searching the company's website or contact the company directly to request a copy.
A Model Constitution is set out in the Companies (Model Constitutions) Regulations 2015, as specified under the Companies Act, and is available on ACRA’s website for business owners to refer to. Alternatively, you can use a service such as Cleardocs to create a company constitution.
